What is a Holding Company?

We regularly advise on of the benefits of creating a group structure via the use of a holding company.  This is a conversation that we regularly have with clients, and particularly now during the current economic environment.  But what exactly does this mean and what are the key advantages and disadvantages to creating one?

A holding company is a separate parent company created to own a controlling interest in a subsidiary company or companies.  A holding company doesn’t necessarily trade itself; its main purpose is to form a corporate group. 

An example of a typical corporate group structure is as follows:

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Video: Holding Companies explained

What is a holding company used for?

There are various reasons why having a holding company in a group structure is more beneficial than having a standalone company. 

1. Reduce Risk

One of the main benefits is risk management.  If a company undertakes multiple trades, or has separate investments such as property, then stripping these out into separate subsidiary companies under the common control of a holding company should be considered.  Under a group structure, the risk to the trade of the subsidiaries would be minimised should one part of the overall group perform poorly or become insolvent.  This would not be the case if everything was operated within a single company.

2. Asset Protection

A holding company can be used to hold the valuable assets of a business such as trading or investment property, plant and machinery, intellectual property and excess cash to allow for investments.  The subsidiaries then take on the daily operations of the business and its trading responsibilities.  The assets held can be leased to the subsidiaries if required, but should be protected from creditors and general inherent risks that are associated with trading companies.

3. Tax Benefits

Dividends can pass between the subsidiary companies and the holding company without incurring tax charges.  Furthermore, tax exemptions available mean that where a company owns more than 10% of the shares in another company and sells those shares, there is usually no tax to pay on any gains arising.

4. Shared Costs

There may be admin and central services functions that are utilised by different businesses.  These can sit naturally within a holding company, which then makes charges to the subsidiaries so that the costs are shared appropriately amongst them.

Do holding companies pay tax?

Generally, a holding company does not trade as its sole purpose is to hold the assets of the group. In such cases, income is likely to be generated from leasing these assets to the subsidiary companies. Overall, there is no additional corporation tax exposure to the group as although the income in the holding company will be subject to corporation tax, the corresponding expense in the subsidiary companies will be deducted to reduce its corporation tax liability.

Some holding companies do trade, and if this is the case they will have corporation tax obligations like any other company.

Dividends paid from subsidiary companies to the holding company are not taxed on the basis that both companies are UK resident.

How do you remunerate owners of a Holding company?

The owners (or shareholders) of a holding company, like the shareholders of any limited company, may remunerate themselves by extracting surplus cash from the holding company as dividends.

These dividends will be taxed if the income exceeds a dividend allowance (which is currently £2,000), and the rate of tax depends upon the income tax band of the shareholder being remunerated.

  • Basic rate Income Tax: 8.75%
  • Higher rate Income Tax: 33.75%
  • Additional rate Income Tax: 39.35%

Can a Holding Company Buy Other Companies?

There are a number of key benefits of bringing companies together under a Holding Company structure, however the Holding Company can also be used to purchase other companies.

The Holding Company usually sits at the top of a group structure, with any new company that is purchased becoming a subsidiary of the Holding Company.

This can be useful when a business is on an acquisition trail, but wishes to retain the newly acquired business in a separate group company.

This additional subsidiary can then ring fence assets by transferring them up to the Holding Company.

Using a Holding Company and group structure can be beneficial for a business, by preserving important reliefs, allowing for assets to be transferred around the group and to prepare subsidiaries in advance of selling an asset or trade within the group.

Want to understand the benefits of a Holding Company?

It is important to obtain advice when considering the use of a holding company to avoid any surprise tax charges.  Shorts can assist with this by planning the transactions necessary to change the structure, contacting HM Revenue & Customs to obtain the necessary clearances and ensuring that the transactions do not trigger any Capital Gains Tax or Stamp Duty charges by taking advantage of various exemptions and reliefs available. 

To find out more about how we can help, please do not hesitate to drop our tax team a line and begin your journey with us today.

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